LEGALINK

DUE DILIGENCE CHECKLIST (SHORT FORM) FOR INDONESIAN COMPANIES

(List of additions and variations applicable to Indonesia

on the basis of the due diligence checklist (short form) for English companies)

1. CORPORATE STRUCTURE

Revised clauses

1.1 Copies of the following documents:

(a) Deed of Establishment;

(b) all amendments of the Company’s Articles of Association (if any);

(c) Notarial Deeds restating resolution re the change of (i) shareholding

composition, (ii) members of the Board of Directors and (iii) members of the

Board of Commissioners (if any); and

(d) Approvals and Acknowledgment Letters, as the case may be, issued by the

Minister of Law and Human Rights with regard to (i) the Deed of Establishment,

(ii) the amendments of Articles of Association (if any), (iii) change of

shareholding composition (if any) and (iv) change of Board of Directors and

Board of Commissioners members (if any).

1.5 Details of members of the Company’s Directors, Commissioners and, if any, Company

Secretary.

Additional clauses

1.8 Copies of State Gazette of the Company’s Deed of Establishment or, if any,

amendments made to the Company’s Articles of Association.

1.9 Copies of the Minutes of the (i) General Meeting of Shareholders, (ii) Board of

Directors meetings and (iii) Board of Commissioners meetings including those

resolutions adopted outside a meeting, since the date of establishment of the

Company (if any).

2. SHARE CAPITAL

Additional clauses

2.7 The Company’s share certificates issued to its shareholders, register of shareholders

and special register.

6. ASSETS

Additional clauses

6.6 List of accounts receivables, prepared on an aged receivables basis (if any).

6.7 Details of all shares currently held by the Company in other companies as evidenced

by share certificates or registration of the Company into Shareholder Register of other

companies (if any).

9. CONSENTS AND COMPLIANCE

Revised clauses

9.1 Details of, and copies of all documents relating to, all licences, consents, registrations,

approvals, permits and exemptions (whether public or private) (Consents) required or

obtained by the Company in connection with the operation of its business including,

among other things, the following:

(a) Company Registration Certificate (Surat Tanda Daftar Perusahaan or TDP);

(b) Domicile Certificate (Surat Keterangan Domisili or SKD);

(c) In the case of a Foreign Investment Company:

(i) Approval for Foreign Investment (or investment registration letter) from

Capital Investment Coordinating Board (Badan Koordinasi Penanaman

Modal or BKPM) (“BKPM Approval”);

(ii) Amendments to BKPM Approval (if any);

(iii) Principle License;

(iv) Amendments to Principle License (if any); and

(v) Business License.

(d) Other Operational License depending on the type of business activities that the

Company engages in.

9.5 Details of, and copies of all documents relating to, any anti-corruption policies and

procedures that have been implemented by the Company to ensure compliance with

Law No. 31 Year 1999 as amended by Law No. 20 Year 2001 regarding Corruption

Eradication (if any).

11. REAL ESTATE

Revised clauses

11.1 A schedule of all freehold and leasehold properties owned, occupied, used or

controlled by the Company in relation to its business and all licences to occupy any

such properties (together with copies of the title deeds including (where relevant) all

leases, head leases, subleases and licences), including the following details or

documents in respect of each property:

(a) short address and description of the property, including the title number

(where relevant);

(b) area and site plan;

(c) rights benefiting the property and third party rights to which the property is

subject;

(d) current use and value;

(e) copies of all documents evidencing and/or relating to the Company’s ownership

of any property (e.g., notarial deed, agreement, certificates and situation

drawings) (if any);

(f) copies of all documents evidencing the Company’s rights over land (land title)

(e.g., land title certificate, notarial deed, agreement) (if any);

(g) in the case of any leasehold property:

(i) term and commencement date of any lease, including details of any

break dates;

(ii) annual rent or fee payable;

(iii) rent review dates (if relevant);

(iv) evidence of all past rent reviews (if relevant); and

(v) service charge accounts for the last three years (if relevant).

12. EMPLOYEES

Additional clauses

12.4 Copies of Workers Social Security (Jamsostek) program enrolment documents (if any).

12.5 Details of employees’ cooperative (if any).

12.6 Copies of confidentiality/non-competition agreements between the Company and the

employees (if any).

12.7 Copies of collective labour agreement (if any).

12.8 Copies of Company Regulations ratified by the Manpower Office (if any).

12.9 Copies of evidence of fulfilment of Mandatory Manpower Report (if any);

12.10 Copies of work permits and immigration documents (only in the case the Company

employs any expatriate), including:

(a) Expatriate Manpower Utilization Plan (Rencana Penggunaan Tenaga Kerja

Asing or RPTKA);

(b) Limited Stay Visa (Visa Izin Tinggal Terbatas or VITAS);

(c) Temporary Stay Permit Card (Kartu Izin Tinggal Terbatas or KITAS); and

(d) Work Permit (Izin Mempkerjakan Tenaga Asing or IMTA).

13. PENSIONS

The UK version of this section is generally not applicable to Indonesia. Please see below for the

revised section.

13.1 Details of, and copies of all documents relating to the enrollment of Manpower Social Security (Jaminan Sosial Tenaga Kerja or “Jamsostek”) program, particularly on Old Age Security program.

13.2 Details of any non-compliance by the Company with Law No. 3 of 1992 regarding Jamsostek and its implementing regulations (if any).

13.3 Details of any additional pension schemes that the Company has participated in other than the Jamsostek (if any).

14. TAXATION

Kindly note that, in Indonesia, due diligence exercise in respect of tax related matters is

normally handled by a Tax Consultant. Therefore, we have revised this section as per below.

14.1 Copies of tax registration documents such as (i) Tax Registration Letter (Surat

Keterangan Terdaftar or SKT), (ii) Tax Payer Registration Number (Nomor Pokok Wajib

Pajak or NPWP) and (iii) Taxable Entrepreneur Confirmation Letter (Surat Pengukuhan

Pengusaha Kena Pajak or SPPKP).